TRINET GROUP, INC. — Director's Dealing 2019

May 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINET GROUP INC (TNET)
CIK: 0000937098
Period of Report: 2019-05-15

Reporting Person: Goldfield Burton M. (Director, PRESIDENT, CEO and DIRECTOR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-01	Common Stock	G	96246	—	Disposed	947810	Indirect
2019-05-15	Common Stock	A	558	$38.05	Acquired	336809	Direct
2019-05-15	Common Stock	F	4273	$61.24	Disposed	332536	Direct
2019-05-15	Common Stock	F	1771	$61.24	Disposed	330765	Direct
2019-05-15	Common Stock	F	1302	$61.24	Disposed	329463	Direct
2019-05-15	Common Stock	F	1004	$61.24	Disposed	328459	Direct
2019-05-17	Common Stock	M	7500	$10.98	Acquired	335959	Direct
2019-05-17	Common Stock	S	7500	$61	Disposed	328459	Direct
2019-05-17	Common Stock	S	8486	$61	Disposed	319973	Direct
2019-05-17	Common Stock	S	7500	$60.9777	Disposed	940310	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-17	Employee Stock Option (right to buy)	$10.98	M	7500	Disposed	2024-02-11	Common Stock (7500.0)	Direct

Footnotes

F1: Reporting Person is a Trustee and shares voting and investment power over the shares held by Burton M. and Maud Carol Goldfield, Trustees, Burton M. Goldfield and Maud Carol Goldfield Trust, u/a/d 12/6/00.

F2: These shares were acquired under the TriNet Group, Inc 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d).

F3: Represent the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock units granted on January 4, 2016.

F4: Represent the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock units granted on March 24, 2017.

F5: Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock award granted on March 8, 2018

F6: Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of the restricted stock units granted on March 18, 2019.

F7: The exercises reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F8: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan previously established.

F9: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.85 to $61.13, inclusive. The Reporting Person undertakes to provide to TriNet Group, Inc., any security holder of TriNet Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F10: Option is subject to a 4-year vesting schedule, with 25% vesting upon the 12-month anniversary of February 1, 2014, and 1/48th of the total number of shares vesting each month thereafter. The Option is also subject to accelerated vesting upon certain events.